Exhibit
10.3


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into by and between Huron Ventures, Inc., a Delaware
corporation with its principal executive offices in Fort Worth, Texas (the “Company”), and Thomas Cochrane, an individual currently residing in League
City, Texas (“Employee”), this 28th day of May 2004, but effective
on the 9th day of June, 2004 (the “Effective Date”).


 


Background


 


A.                                   The
Company desires to employ Employee in such a manner as will reinforce and
encourage the highest attention and dedication to the Company of Employee as a
member of Company’s management, in the best interest of the Company and its
shareholders; and


 


B.                                     Employee
is willing to serve the Company on the terms and conditions herein provided.


 


Terms and Conditions


 


In consideration of the
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.                                       Employment.  The Company hereby employs Employee in the
capacity of Executive Vice President (Oil and Gas Operations), and Employee
hereby agrees to accept such employment by the Company, upon the terms and
conditions stated in this Agreement.


 


2.                                       Term.  The employment of Employee by the Company as provided in
Section 1 will be for a term (the ‘“Term”)
commencing on the Effective Date and expiring at the close of business on
June 30, 2006.


 


3.                                       Duties.  Employee shall perform such services and duties as may be assigned
to him from time to time by the Board of Directors (the “Board”) and Vice President of Operations
of the Company.  Employee shall devote
his full working time, efforts and energies to the performance of his duties
hereunder.


 


4.                                       Compensation.


 


(a)                                  The
Company shall pay Employee for his services a base salary, on an annualized
basis, of $125,000 per annum for the period from the Effective Date through
June 30, 2005, and $133,750 for the remainder of the Term, which salary
shall be payable by the Company in substantially equal installments on the
Company’s normal payroll.  All
applicable taxes on the base salary will be withheld in accordance with
applicable federal, state and local taxation guidelines.


 


(b)                                 In
addition to the base salary described in paragraph 4(a) above, Employee shall
be eligible for consideration for an annual bonus of up to 20% of his
annualized salary at the sole discretion of the Board.


 


5.                                       Vacations and Days Off. 
Employee shall be entitled to a reasonable paid vacation of not less
than twenty (20) days each calendar year during the Term, exclusive of holidays
and weekends, which vacation shall be taken by Employee in accordance with the
business requirements of the Company at the time and its vacation plans,
policies and practices as applied to executive officers of the Company then in


 


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effect
relative to this subject.  Employee
shall also be entitled to up to five (5) paid days off each calendar year for
paternity leave and up to three (3) paid days off to attend the funeral of any
member of Employee’s immediate family.


 


6.                                       Employment Facilities. 
During the Employment Period, the Company shall provide, at its expense,
appropriate and adequate office space, furniture, communications, stenographic
and word processing equipment, supplies, personnel (including professional,
clerical, support and other personnel) and such other facilities and services
as shall be suitable to Employee’s position and adequate for the Employee’s use
in performing Employee’s duties and responsibilities under this Agreement.


 


7.                                       Expenses and Services.  During the term of Employee’s employment
hereunder, Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by Employee by reason of his employment, including
travel and living expenses while away from home at the request of and in the
service of the Company, provided that such expenses are incurred and accounted
for in accordance with the policies and procedures established by the Company
and in effect when the expenses are incurred.


 


8.                                       Rights under Certain Plans.  During the term of Employee’s employment
hereunder, Employee will be entitled to participate in the health and dental
insurance and employee benefit plans and programs maintained by the Company
applicable to officer employees on the same basis as other officer employees of
the Company, subject only to the possible substitution by or on behalf of the
Company of other plans and programs providing substantially similar or
increased benefits for Employee.


 


9.                                       Confidential Information.  Employee recognizes and acknowledges that he
will have access to confidential information of the Company and its Affiliates,
including, without limitation, customer information, lists of suppliers and
costs, information concerning the business and operations of the Company and
its Affiliates and other proprietary data or information, that is valuable,
special and a unique asset of the Company and its Affiliates.  Employee agrees not to disclose such
confidential information, except as may be necessary in the performance of his
duties, to any Person, nor use such confidential information in any way, either
during the term of his employment or within the three years immediately
following his termination of employment unless he has received the written
consent of the Company or unless such confidential information becomes public
knowledge through no wrongful act of Employee. 
Upon termination of Employee’s employment for any reason, Employee shall
promptly deliver to Employer all drawings, manuals, letters, notebooks,
customer lists, documents, records, equipment, files, computer disks or tapes,
reports or any other materials relating to Employer’s business (and all copies)
which are in Employee’s possession or under Employee’s control.


 


10.                                 Early Termination. Employee’s
employment hereunder may be terminated without any breach of this Agreement
only under the following circumstances:


 


(a)                                  Employee’s
employment hereunder will terminate upon his death;


 


(b)                                 If,
as a result of Employee’s incapacity due to physical or mental illness,
Employee shall have been absent from his duties or unable to perform his full
duties hereunder for a total of 90 days during any 12 month period, and within
15 days after written notice of termination is given (which may occur before or
after the end of such 90 day period), shall not have returned to the
performance of his full duties hereunder on a full-time basis, the Company may
terminate the Employee’s employment hereunder.


 


(c)                                  The
Company may terminate Employee’s employment hereunder for Cause.  For purposes of this Agreement, the Company
shall have “Cause” to terminate the Employee’s employment hereunder upon (1)
the willful and continued failure by Employee to substantially perform his
duties hereunder (other than any such failure resulting from Employee’s
incapacity due to physical or mental illness); or (2) the


 


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willful engaging by
Employee in misconduct which is materially injurious to the Company; or (3) the
conviction of Employee of any felony or crime of moral turpitude.  For purposes of this subsection (C), no
act, or failure to act, on Employee’s part shall be considered “willful” unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company.


 


(d)                                 Any
termination of Employee’s employment by the Company or by Employee (other than
termination pursuant to subsection (a) above) shall be communicated by
written Notice of Termination to the other party hereto.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of Employee’s employment under the provision so indicated.


 


(e)                                  “Date
of Termination” shall mean (1) if Employee’s employment is terminated by his
death, the date of his death; (2) if Employee’s employment is terminated
pursuant to subsection (b) above, 15 days after Notice of Termination is
given (provided that Employee shall not have returned to the performance of his
duties on a full-time basis during such 15 days period); (3) if Employee’s
employment is terminated at the expiration of the Term or any extension
thereof, the last day of the Term or, if applicable, the last day of any
extension; and (4) if Employee’s employment is terminated for any other reason,
the date specified in the Notice of Termination.


 


11.                                 Compensation upon Termination or During
Disability.  Upon termination
of Employee’s employment hereunder or during any period of Employee’s physical
or mental disability, Employee shall be paid as follows:


 


(a)                                  During
any period that Employee fails to perform his duties hereunder as a result of
incapacity due to physical or mental illness (the “Disability Period’), the
Employee shall continue to receive his annual base salary at the rate then in
effect, until the earlier of (i) the end of the Term, or (ii) the 90th day
following the commencement of the Disability Period, provided that payments so
made to the Employee shall be reduced by the sum of the amounts, if any,
payable to Employee under disability benefit plans of the Company and which
were not previously applied to reduce any such payment.  In addition the Company shall reimburse
Employee for any theretofore unreimbursed expenses incurred prior to the
commencement of the Disability Period.


 


(b)                                 If
Employee’s employment is terminated by his death, the Company shall pay to
Employee’s designated beneficiaries, or if he leaves no designated
beneficiaries, to his estate, his annual base salary through the date of
Employee’s death at the rate then in effect and any theretofore unreimbursed
expenses, and the Company shall have no further obligations to Employee under
this Agreement.


 


(c)                                  If
Employee’s employment shall be terminated for Cause, the Company shall pay
Employee his annual base salary (but not the bonus compensation described in
Section 4(b)) through the Date of Termination at the rate in effect at the
time Notice of Termination is given and the Company shall have no further
obligations to Employee under this Agreement.


 


(d)                                 If
(1) in breach of this Agreement, the Company shall terminate Employee’s
employment other than pursuant to Section 8(b) or 8(c) hereof (it being
understood that a purported termination pursuant to Section 8(b) or 8(c)
hereof which is disputed and finally determined not to have been proper shall
be a termination by the Company in breach of this Agreement) then the Company
shall pay Employee on the Date of Termination, with no offset, an amount equal
to three (3) months of his annual base salary at the rate in effect at the time
Notice of Termination is given.


 


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During the term of this
Agreement Employee shall give the Company immediate notice of any change of
address.


 


If Employee shall
terminate his employment pursuant to Section 8(d), the Company shall pay
Employee his full salary through the Date of Termination at the rate in effect
on the date that Notice of Termination is received by the Company.


 


12.                                 Defined Terms.  For purposes of this Agreement, the terms
set forth in this Section 10 shall have the following meanings:


 


(a)                                  “Affiliate” shall mean any individual,
corporation, unincorporated organization, trust or other form of entity
controlling, controlled by or under common control with the Company.  For purposes of this definition, “control”
(including “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such individual, corporation,
unincorporated organization, trust or other form of entity, whether through the
ownership of voting securities or otherwise.


 


(b)                                 “Person” shall mean an individual, a
corporation, a partnership, an association, a joint-stock company, a trust, an
incorporated organization or a government or political subdivision thereof.


 


13.                                 Waiver. No waiver of any provision
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a waiver of
any continuing or succeeding breach of such provision, a waiver of the
provision itself, or a waiver of any right under this Agreement.  No waiver shall be binding unless executed
in writing by the party making the waiver.


 


14.                                 Limitation of Rights.  Nothing in this Agreement, except as
specifically stated herein, is intended to confer any rights or remedies under
or by reason of this Agreement on any persons other than the parties to it and
their respective permitted successors and assigns and other legal
representatives, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over against any party to this Agreement.


 


15.                                 Notices.  All notices given in connection with this Agreement shall be in
writing and shall be delivered either by personal delivery, by telecopy or
similar facsimile means, by certified or registered mail (postage prepaid and
return receipt requested), or by express courier or delivery service, addressed
to the applicable party hereto at the following address:


 


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  If to the Company:

  
	
   

  
	
  Huron Ventures, Inc.

  
	
  309 West Seventh Street

  
	
  Suite 1600

  
	
  Fort Worth, Texas 76102

  
	
  Attention: S Jeffery
  Johnson

  
	
  Telecopy No.:
  817-698-0761:

  
	
   

  
	
  If to Employee:

  
	
   

  
	
  Thomas Cochrane

  
	
  1119 Newport Blvd.

  
	
  League City, Texas
  77573

  
	
  Telecopy No.:

  



 


or such other address and
number as either party shall have previously designated by written notice given
to the other party in the manner hereinabove set forth.  Notices shall be deemed given when received,
if sent by telecopy or similar facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by
telecopy or other facsimile means); and when delivered and receipted for (or
upon the date of attempted delivery where delivery is refused), if
hand-delivered, sent by express courier or delivery service, or sent by
certified or registered mail.


 


16.                                 Inconsistent Obligations. Employee
represents and warrants that he has not previously assumed any obligations
inconsistent with those of this Agreement.


 


17.                                 Entirety and Amendments. This
instrument and the instruments referred to herein embody the entire agreement
between the parties, supersede all prior agreements and understandings, if any,
relating to the subject matter hereof, and may be amended only by an instrument
in writing executed by all parties, and supplemented only by documents
delivered or to be delivered in accordance with the express terms hereof.


 


18.                                 Successors and Assigns.  This Agreement will be binding upon and
inure to the benefit of the parties hereto and any successors in interest to
the Company, but neither this Agreement nor any rights hereunder may be
assigned by Employee except in the case of the death of Employee.


 


19.                                 Governing Law And Venue.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas
applicable to agreements made and to be performed entirely in Texas.  The obligations and undertakings of each of
the parties to this Agreement shall be performable in Dallas County, Texas, and
each party agrees that if any action at law or in equity is necessary by the
Company or Employee to enforce or interpret the terms of this Agreement, venue
shall be in Dallas County, Texas, and the prevailing party in any such action
shall be entitled to reasonable attorneys’ fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.


 


20.                                 Cumulative Remedies.  No remedy herein conferred upon any party is
intended to be exclusive of any other benefits or remedy, and each and every such
remedy shall be cumulative and shall be in addition to every other benefits or
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.  No single or
partial exercise by any party of any right, power or remedy hereunder shall
preclude any other or further exercise thereof.


 


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21.                                 Multiple Counterparts. This
Agreement may be executed in a number of identical counterparts, each of which
constitute collectively, one agreement; but in making proof of this Agreement,
it shall not be necessary to produce or account for more than one counterpart.


 


22.                                 Descriptive Headings.  The headings, captions and arrangements used
in this Agreement are for convenience only and shall not be deemed to limit,
amplify or modify the terms of this Agreement, nor affect the meanings hereof.


 


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Signatures


 


To evidence the binding
effect of the covenants and agreements described above, the par-ties hereto
have executed this Agreement effective as of the date first above written.


 


 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  HURON
  VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Boehnke

  	
   

  
	
   

  	
   

  	
  Eric Boehnke

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thomas Cochrane

  	
   

  
	
   

  	
  Thomas Cochrane

  



 


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